TERMINATION OF THE ACQUISITION AGREEMENT Sample Clauses

TERMINATION OF THE ACQUISITION AGREEMENT. Each Party hereby waives any right it may have to terminate the Acquisition Agreement for any reason as of the date of the signing of this Agreement.
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TERMINATION OF THE ACQUISITION AGREEMENT. The Company and Concord Ocean, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendors on 28 October 2010 to acquire the entire issued share capital and the shareholders loan of the Target Companies. The Completion of the Acquisition Agreement is conditional upon the fulfillment and waiver (where applicable) of the conditions precedent contained in the Acquisition Agreement. However, after entering into the Acquisition Agreement, it has come to the attention of the Vendors, Concord Ocean and the Company that certain conditions precedent will be unable to be fulfilled by the Long Stop Date and it is uncertain as to when such conditions precedent can be fulfilled as at the date of the Termination Agreement. Against this backdrop, the parties to the Acquisition Agreement entered into the Termination Agreement, pursuant to which the parties agreed that all rights, obligations and/or legal liabilities undertaken to other party(ies) shall be terminated and invalidated with immediate effect upon the entering into of the Termination Agreement and none of the parties shall have any right of recourse for any compensation and claims of whatever nature and/or to bring any legal actions or other proceedings against any other party(ies) under the Acquisition Agreement save and except for the provisions relating to confidentiality and costs and expenses. The Board considers that the termination of the Acquisition Agreement has no material adverse impact on the existing business of the Group. The Company and the Vendors are in further negotiation and try to conclude to a revised structure in respect of the acquisition of the entire interests in the BVI Company in accordance with the requirements of the Listing Rules if necessary.
Sample 1
TERMINATION OF THE ACQUISITION AGREEMENT. Reference is made to the announcements of Golden Faith Group Holdings Limited (the “Company”) dated 20 October 2020 (the “Announcement”) and 26 October 2020 in relation to (1) issue of new shares under general mandate; and (2) the acquisition of the target rights in a drug and the issue of consideration shares under general mandate. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement. As disclosed in the Announcement, the Acquisition Completion is conditional upon the fulfilment and/or waiver of conditions precedent set out in the Acquisition Agreement by the Long Stop Date (being 31 December 2020 or any other date as agreed in writing between the Company and the Vendor). The Board announces that up to the Long Stop Date (being 31 December 2020), the Purchaser cannot obtain sufficient evidence to complete the due diligence exercise for the fulfilment of the conditions precedent to the Acquisition Agreement under the sub-section headed “Conditions precedent” in the section headed “The Acquisition” in the Announcement. The Purchaser has decided to exercise its rights to terminate the Acquisition Agreement according to the terms in the Acquisition Agreement. Each of the Purchaser and the Vendor agreed to the termination of the Acquisition Agreement. Based on the terms as stated in the Acquisition Agreement, upon termination, neither party shall have any claims against the other party. In addition, it is set out in the Announcement that the Purchaser and the Vendor Associated Company will form a joint venture company to continue (a) research and development (including but not limited to modification, cocktails and/or synthesis of the Drugs); and (b) making relevant application to the NMPA upon completion of the Acquisition. As the Acquisition Agreement is terminated, no joint venture company will be formed by the Purchaser and the Vendor Associated Company. The Board considers that the termination of the Acquisition Agreement does not have any adverse impact on the business operation and financial position of the Group. The Group will look for other business opportunities for the long-term development of the Group in the future. By order of the Board Golden Faith Group Holdings Limited Xx Xxxx Xxx Xxxxxx Chairman Hong Kong, 6 January 2021
Sample 1

Related to TERMINATION OF THE ACQUISITION AGREEMENT

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Confirmation of the Agreement Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

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